繼續性貨物供給契約預示拒絕給付之損害賠償

Abstract

繼續性貨物供給契約為繼續性供給契約之一種，其性質為買賣契約，常見於現代商業活動中因應長期之原物料需求或為掌握貨物之來源而簽訂。因而，期間長為此種契約之特徵。在長期之履約期間，發生契約當事人不願繼續履約之風險相對高於一次性之買賣契約。不履約之一方甚至是以堅定、斷然且無轉圜的態度告知他方不再履約。前述拒絕繼續履約之債務不履行型態，學說稱之為預示拒絕給付。我國民法對於買賣契約皆針對一次性買賣而做規定，且預示拒絕給付並非我國法定之債務不履行類型。1999年我國民法債編修訂時，依然未予以明文立法。因而，對於繼續性貨物供給契約發生預示拒絕給付之債務不履行時，現有法律似無從直接適用。本文即是探討依我國法律如何解決此類問題，並進一步討論預示拒絕給付之一方應負如何之責任及損害賠償。

Continuous Goods-Supply Contract, one of the continuous supply contracts, is a sales contract that being signed nowadays between business companies to ensure the continuous goods supply in the long-term trading. Rather than one-time sales contract, this contract is made specifically for trading in a long time period and thus the risk of breach is often higher than those of signing one-time sales contract. It is called “anticipatory breach of contract” for such violation in the Continuous Goods-Supply Contract if one party notes the other party that he will absolutely not perform such contract again. The anticipatory breach of contract is still not a statutory breach of contract under the applicable laws even after the amendment of R.O.C. Civil Code in 1999. Therefore, the issues incurred by such breach of contract fails to be solved under the applicable laws. The object of this thesis is to address the possible solution of the above issues and to further discuss the liability and compensation for damage which the breached-party shall bear.